SC 13D/A

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

6,078,989 (1)

Sole dispositive power

0

Shared dispositive power

6,078,989 (1)

0001193125-20-147513.txt : 20200520 0001193125-20-147513.hdr.sgml : 20200520 20200520172700 ACCESSION NUMBER: 0001193125-20-147513 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200520 DATE AS OF CHANGE: 20200520 GROUP MEMBERS: ADAM GRAY GROUP MEMBERS: CHRISTOPHER SHACKELTON GROUP MEMBERS: COLISEUM CAPITAL PARTNERS, L.P. GROUP MEMBERS: COLISEUM CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lazydays Holdings, Inc. CENTRAL INDEX KEY: 0001721741 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90419 FILM NUMBER: 20899089 BUSINESS ADDRESS: STREET 1: 250 W 57TH STREET STREET 2: SUITE 2223 CITY: NEW YORK STATE: NY ZIP: 10107 BUSINESS PHONE: 646-565-3861 MAIL ADDRESS: STREET 1: 250 W 57TH STREET STREET 2: SUITE 2223 CITY: NEW YORK STATE: NY ZIP: 10107 FORMER COMPANY: FORMER CONFORMED NAME: Andina II Holdco Corp. DATE OF NAME CHANGE: 20171103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 IRS NUMBER: 223918079 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 SC 13D/A 1 d915848dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

LAZYDAYS HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

52110H 100

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 18, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 52110H 100		13D/A		Page 2 of 9


1.		Names of reporting persons. Coliseum Capital Management, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Includes (i) 4,968,944 shares of common stock, par value $0.0001 per share (the “Common Stock”) that could be obtained upon the conversion of 500,000 shares of Series A convertible preferred stock, par value $0.0001 per share (the “Preferred Stock”), at the current conversion rate; (ii) 496,894 shares of Common Stock that could be obtained upon the conversion of 496,894 five-year warrants (the “Warrants”), with each Warrant providing the right to purchase one share of Common Stock per Warrant at a price of $11.50 per whole share; and (iii) 9,384 shares of Common Stock issuable upon the exercise of 9,384 options (the “Options”) at an exercise price of $11.10 per share of Common Stock, of which 4,692 Options were inadvertently omitted from the prior Schedule 13D/A filed with the Securities and Exchange Commission on December 18, 2019 (“Amendment No. 2”).


CUSIP No. 52110H 100		13D/A		Page 3 of 9


1.		Names of reporting persons. Coliseum Capital, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Includes (i) 3,632,407 shares of Common Stock that could be obtained upon the conversion of 365,511 shares of Preferred Stock at the current conversion rate; (ii) 363,241 shares of Common Stock that could be obtained upon the conversion of 363,241 Warrants; and (iii) 9,384 shares of Common Stock that could be obtained upon the conversion of 9,384 Options, of which 4,692 Options were inadvertently omitted from Amendment No. 2.


CUSIP No. 52110H 100		13D/A		Page 4 of 9


1.		Names of reporting persons. Coliseum Capital Partners, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)


CUSIP No. 52110H 100		13D/A		Page 5 of 9


1.		Names of reporting persons. Adam Gray
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States

(1)

Includes (i) 4,968,944 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of Preferred Stock at the current conversion rate; (ii) 496,894 shares of Common Stock that could be obtained upon the conversion of 496,894 Warrants; and (iii) 9,384 shares of Common Stock that could be obtained upon the conversion of 9,384 Options, of which 4,692 Options were inadvertently omitted from Amendment No. 2.


CUSIP No. 52110H 100		13D/A		Page 6 of 9


1.		Names of reporting persons. Christopher Shackelton
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States

(1)


CUSIP No. 52110H 100		13D/A		Page 7 of 9

Explanatory Note: This Amendment No. 3 (this “Amendment”) to the Schedule 13D (the “Initial 13D”) filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the “Commission”) on March 26, 2018, and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on December 17, 2018 and by Amendment No. 2 to the Initial 13D filed on December 18, 2019, amends and supplements the items set forth herein.

As used in this statement, the term “Reporting Persons” collectively refers to:

•

Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);

•

Coliseum Capital, LLC, a Delaware limited liability company (“CC”);

•

Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);

•

Adam Gray (“Gray”); and

•

Christopher Shackelton, a director of the Issuer (“Shackelton”).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is supplemented as follows:

The source and amount of funds used in purchasing the Common Stock described in Item 5 by the Reporting Persons and a separate account investment advisory client of CCM (the “Separate Account”) were as follows:


Purchaser	Source of Funds		Amount
CCP		Working Capital	$	459,408.00	(1)
Separate Account		Working Capital	$	140,592.00	(2)

(1)	Pursuant to the Securities Purchase Agreement (as defined below), CCP purchased 114,852 shares of Common Stock at a purchase price of $4.00 per share.

(2)	Pursuant to the Securities Purchase Agreement, the Separate Account purchased 35,148 shares of Common Stock at a purchase price of $4.00 per share.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented as follows:

Securities Purchase Agreement

On May 18, 2020, CCP and the Separate Account entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with B. Luke Weil (the “Seller”), pursuant to which (a) CCP paid to the Seller $459,408.00 in exchange for 114,852 shares of Common Stock at a purchase price of $4.00 per share and (b) the Separate Account paid to the Seller $140,592.00 in exchange for 35,148 shares of Common Stock at a purchase price of $4.00 per share.

The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Securities Purchase Agreement, which is filed as Exhibit 6 to this Amendment and is incorporated by reference herein.


CUSIP No. 52110H 100		13D/A		Page 8 of 9

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

(a)–(b)

The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 8,506,666 shares of Common Stock outstanding as of May 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 8, 2020.

(c)	Except as set forth in Item 4 hereof, the Reporting Persons and the Separate Account have not effected any transactions in the Common Stock in the sixty (60) days preceding the date of this Amendment.

(d)	Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein.

The information in Items 4 and 6 hereof is incorporated by reference herein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

CCM is an investment adviser whose clients, including CCP and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP. Gray and Shackelton are the managers of CC and CCM.

The information in Item 4 hereof is incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits.

Item 7 is hereby supplemented as follows:


Exhibit No.		Description

6*		Securities Purchase Agreement, dated as of May 18, 2020, between B. Luke Weil, Coliseum Capital Partners, L.P., and the Separate Account

*	Filed herewith.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: May 20, 2020


COLISEUM CAPITAL MANAGEMENT, LLC		CHRISTOPHER SHACKELTON

By:	/s/ Chivonne Cassar	By:	/s/ Chivonne Cassar
	Chivonne Cassar, Attorney-in-fact		Chivonne Cassar, Attorney-in-fact

COLISEUM CAPITAL, LLC		ADAM GRAY

By:	/s/ Chivonne Cassar	By:	/s/ Chivonne Cassar
	Chivonne Cassar, Attorney-in-fact		Chivonne Cassar, Attorney-in-fact

COLISEUM CAPITAL PARTNERS, L.P.

By:	Coliseum Capital, LLC, General Partner

By:	/s/ Chivonne Cassar
	Chivonne Cassar, Attorney-in-fact

EX-99.6 2 d915848dex996.htm EX-99.6 EX-99.6

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 18, 2020, by and between B. Luke Weil (“Seller”), and Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”), and Blackwell Partners LLC – Series A, a Delaware limited liability company (“Blackwell” and, together with CCP, “Buyers” and each a “Buyer”).

WHEREAS:

Each Buyer wishes to purchase from Seller, and Seller wishes to sell to each Buyer, on the Closing Date (as defined below) upon the terms and conditions stated in this Agreement, an aggregate of one hundred fifty thousand (150,000) shares (the “Securities”) of the common stock, par value $0.0001 per share, of Lazydays Holdings, Inc. (the “Company”) in accordance with the allocation set forth on Schedule A hereto.

NOW THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, Seller and each Buyer hereby agree as follows:

SECTION 1.

PURCHASE AND SALE OF SECURITIES

1.1 Purchase and Sale of Securities. Subject to the other terms and conditions of this Agreement (including the satisfaction (or waiver) of the conditions set forth in Section 4), at the Closing (as defined below), Seller shall sell to each Buyer, and each Buyer shall purchase from Seller, the Securities at a purchase price of $4.00 per share for an aggregate purchase price of $600,000 in accordance with the allocation set forth on Schedule A hereto (the “Purchase Price”). All references herein to “dollars” or “$” shall mean the lawful money of the United States of America.

1.2 The Closing Date. The closing of the sale and purchase of the Securities contemplated by Section 1.1 (the “Closing”) shall take place at such date and time as may be agreed to by Seller and Buyer but no later than June 1, 2020 (the “Closing Date”), subject to the terms and conditions of this Agreement (including the satisfaction (or waiver) of all of the conditions set forth in Section 4). The Closing shall occur on the Closing Date at such place as Seller and each Buyer may designate in writing.

1.3 Form of Payment and Deliveries. On the Closing Date, (a) each Buyer shall pay its portion of the Purchase Price for its portion of the Securities to Seller by wire transfer of immediately available funds in accordance with Seller’s written wire instructions, and (b) Seller shall deliver (or cause to be delivered) the Securities to each Buyer, in each case, in accordance with the allocation set forth on Schedule A hereto.

SECTION 2.

REPRESENTATIONS AND WARRANTIES OF EACH BUYER

Each Buyer represents and warrants, severally and not jointly, as of the Closing Date, to Seller that:

2.1 Organization, Authorization; Enforcement; Validity. Each Buyer is a limited liability partnership or limited liability company duly formed and validly existing under the laws of the State of Delaware and has the requisite power and authority to enter into and perform its obligations under this Agreement and to purchase the Securities in accordance with the terms hereof. The execution and delivery of this Agreement by each Buyer and the consummation by each Buyer of the transactions contemplated hereby, including, without limitation, the purchase of the Securities, have been duly authorized and no further filing, consent, or authorization is required by each Buyer or any other person or entity in connection with the execution and delivery of this Agreement by each Buyer or the consummation by each Buyer of the transactions contemplated hereby, including, without limitation, the purchase of the Securities. This Agreement has been duly executed and delivered by each Buyer, and constitutes the legal, valid and binding obligation of each Buyer, enforceable against each Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

2.2 Information; Investment Intent.

(a) Each Buyer has conducted its own due diligence examination of the Company’s business, financial condition, results of operations, and prospects and has reviewed the Company’s filings with the United States Securities and Exchange Commission (the “SEC”), in each case, to the extent it deems necessary and in a manner sufficient to enable it to evaluate its purchase of the Securities. Each Buyer understands that its investment in the Securities involves a high degree of risk. Each Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Each Buyer further represents that it has relied solely upon the aforementioned examination, review and evaluation and has not relied on any representation or action made or taken by Seller or any of its affiliates or any of its or their officers, directors or representatives in connection with such Buyer’s decision to acquire the Securities, other than those expressly set forth in Section 3. Each Buyer understands and agrees that none of Seller, its affiliates and its and their respective officers, directors and representatives has made any representation or warranty whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Company, or with respect to the value of the Securities.

(b) Each Buyer is an Accredited Investor as defined in Rule 501(a) under the U.S. Securities Act of 1933 (the “Securities Act”). Each Buyer is not purchasing its portion of the Securities with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation

of the securities laws of the United States or any state thereof. Each Buyer became aware of the offering of Securities by Seller solely by direct contact between itself and Seller or between itself and one or more agents acting on behalf of Seller, with whom it had a pre-existing business relationship. Each Buyer did not become aware of the offering or the Securities by any other means, including by any form of general advertising or general solicitation.

2.3 Compliance with Other Instruments. Each Buyer’s execution, delivery and performance of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (a) conflict with or result in any violation of or default under any provision of such Buyer’s organizational documents or (b) violate any instrument, judgment, order, writ, decree or contract applicable to such Buyer. No governmental approval from a governmental authority or any consent, approval, order or authorization of any third party is required to be obtained or made by or with respect to it in connection with its execution and delivery of this Agreement, or the consummation by such Buyer of the transactions contemplated hereby.

SECTION 3.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants, as of the Closing Date, to Buyer, that:

3.1

Organization, Authorization; Enforcement; Validity. Seller is a U.S. person and has the power and authority to enter into and perform its obligations under this Agreement and to sell the Securities in accordance with the terms hereof. This Agreement has been duly executed and delivered by Seller, and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

3.2 Title and Registration. As of the Closing Date, Seller is the record and beneficial owner of, and has good, valid and marketable title to, the Securities, free and clear of any and all liens, pledges, charges, security interests, encumbrances, options and other similar adverse claims or rights (collectively, “Liens”), other than restrictions on transfer imposed by applicable securities laws. Upon payment for the Securities in accordance with this Agreement, Seller shall convey to Buyer good and marketable title to the Securities, free and clear of any and all Liens, other than (a) restrictions on transfer imposed by applicable securities laws and (b) any Liens imposed by a Buyer. The Securities are not subject to any voting trust agreement or other contract that will apply to the Securities following the transactions contemplated hereby. The Securities being offered were registered under the registration statement (File No. 333-224063) filed with the Securities and Exchange Commission on April 18, 2019 and the prospectus filed pursuant to Rule 424(b)(3) on May 1, 2019.

3.3 Compliance with Other Instruments. Seller’s execution, delivery and performance of this Agreement do not, and the consummation of the transactions contemplated hereby will not violate any instrument, judgment, order, writ, decree or contract applicable to Seller. No governmental approval from a governmental authority or any consent, approval, order or authorization of any third party is required to be obtained or made by or with respect to it in connection with its execution and delivery of this Agreement, or the consummation by Seller of the transactions contemplated hereby.

SECTION 4.

CONDITIONS TO CLOSING The obligation of Seller to sell the Securities to each Buyer at the

Closing is subject to the satisfaction, at or before the Closing Date, of each of the following

conditions:

(a) Each Buyer shall have executed and delivered a counterpart signature to this Agreement to Seller.

(b) Each Buyer shall have delivered to Seller its portion of the Purchase Price pursuant to and in accordance with Section 1.3(a).

(c) The representations and warranties of each Buyer herein shall be true and correct in all material respects as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date),

(d) No provision of any applicable law or regulation and no judgment, injunction order or decree preventing the consummation of transactions contemplated by this Agreement shall be in effect, and no lawsuit shall have been commenced by a governmental authority seeking to effect any of the foregoing.

4.2 The obligation of each Buyer to purchase the Securities from Seller at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions:

(a) Seller shall have executed and delivered a counterpart signature to this Agreement to Buyer.

(b) Seller shall have delivered the Securities to each of the Buyers in accordance with the allocation set forth on Schedule A hereto.

(c) The representations and warranties of Seller herein shall be true and correct in all material respects as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date).

SECTION 5.

GOVERNING LAW; MISCELLANEOUS

5.1 Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York City (Borough of Manhattan), New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

5.2 Counterparts. This Agreement and any amendments hereto may be executed and delivered in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

5.3 Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

5.4 Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, the provision that would otherwise be unenforceable shall be deemed amended to apply to the broadest extent that it would be enforceable, and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

5.5 Entire Agreement; Amendments. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. No provision of this Agreement may be amended, modified or supplemented other than by an instrument in writing signed by all of the parties hereto.

5.6 Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; or (b) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to Seller:

B. Luke Weil

[INSERT ADDRESS]

With a copy (which shall not constitute notice) to:

[INSERT IF APPLICABLE]

If to Buyers:

Coliseum Capital Partners, L.P.

Blackwell Partners LLC – Series A

c/o Coliseum Capital Management, LLC

105 Rowayton Avenue

Rowayton, Connecticut 06853

Attention: Chris Shackelton (chris@coliseumpartners.com)

or in each case, at such other address and/or to the attention of such other person as the recipient party has specified by written notice to the other party at least five business days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication or (ii) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service or deposit with a nationally recognized overnight delivery service in accordance with clause (a) or (b) above, respectively.

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, and may not be transferred or assigned without the prior written consent of the other party.

5.8 Public Announcements. Except as required by applicable laws (including United States federal securities laws and the regulations of any applicable stock exchange), the parties hereto shall not, directly or indirectly, issue any public statement or communication to any third party regarding this Agreement or the subject matter of this Agreement or the transactions contemplated hereby without the consent of the other party.

5.9 Further Assurances. Each party hereto, at the request of the other party hereto, shall use commercially reasonable efforts to execute and deliver such other certificates, instruments, agreements and other documents, and do and perform such other acts and things, as may be reasonably necessary or desirable for purposes of effecting completely the consummation of the transactions contemplated hereby.

5.10 Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the sale and purchase of the Securities.

5.11 Interpretative Matters. Unless the context otherwise requires, (a) all references to Sections contained in this Agreement, (b) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, and (c) the use of the word “including” in this Agreement shall be by way of example rather than limitation.

* * * * *

IN WITNESS WHEREOF, Seller and Buyer have caused this Securities Purchase Agreement to be duly executed as of the date first written above.

SELLER:

B. LUKE WEIL

/s/ B. LUKE WEIL

BUYER:

COLISEUM CAPITAL PARTNERS, L.P.

By: Coliseum Capital, LLC, its general partner


By:		/s/ Christopher Shackelton
		Name: Christopher Shackelton
		Title: Managing

BLACKWELL PARTNERS LLC – SERIES A

By: Coliseum Capital Management, LLC, Attorney-in-Fact


By:		/s/ Christopher Shackelton
		Name: Christopher Shackelton
		Title: Managing Partner

[Signature Page – Securities Purchase Agreement]

Schedule A


Buyer	Shares Purchased		Purchase Price
Coliseum Capital Partners, L.P.		114,852	$	459,408
Blackwell Partners LLC – Series A		35,148	$	140,592
Totals:		150,000	$	600,000